STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2021

STOCKHOLDERS' EQUITY

6. STOCKHOLDERS' EQUITY

Dividends on Common Stock

On February 20, 2020, the BOD declared a quarterly dividend of $0.44 per common share payable April 15, 2020 to stockholders of record on April 1, 2020. As further discussed in Note 1, on August 5, 2020, the BOD voted unanimously to approve a plan to revoke the Company’s REIT election and become a taxable C Corporation, effective January 1, 2021; the BOD also voted unanimously to discontinue the quarterly dividend and prioritize allocating the Company's free cash flow to reduce debt levels.  

Restricted Stock Units

During the first six months of 2021, CoreCivic issued approximately 2.7 million restricted common stock units ("RSUs") to certain of its employees and non-employee directors, with an aggregate value of $21.8 million, including 2.5 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.2 million RSUs to employees whose compensation is charged to operating expense. During 2020, CoreCivic issued approximately 1.2 million RSUs to certain of its employees and non-employee directors, with an aggregate value of $20.9 million, including 1.1 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.1 million RSUs to employees whose compensation is charged to operating expense.

Since 2015, CoreCivic has established performance-based vesting conditions on the RSUs awarded to its officers and executive officers that, unless earlier vested under the terms of the agreements, are subject to vesting over a three-year period based upon the satisfaction of certain annual performance criteria, and no more than one-third of the RSUs can vest in any one performance period.  The RSUs awarded to officers and executive officers in 2019, 2020 and 2021 consist of a combination of awards with performance-based conditions and time-based conditions.  Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest evenly generally on the first, second, and third anniversary of the award. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2019, 2020, and 2021 for the 2019 awards, December 31, 2020, 2021, and 2022 for the 2020 awards, and December 31, 2021, 2022, and 2023 for the 2021 awards, and which can be increased up to 150% or decreased to 0% based on performance relative to the annual performance criteria, and further increased or decreased using a modifier of 80% to 120% based on CoreCivic's total shareholder return relative to a peer group.  Because the performance criteria for the fiscal years ending December 31, 2022 and 2023 have not yet been established, the values of the third RSU increment of the 2020 awards and of the second and third increments of the 2021 awards for financial reporting purposes will not be determined until such criteria are established.  Time-based RSUs issued to other employees, unless earlier vested under the terms of the agreements, generally vest equally on the first, second, and third anniversary of the award.  RSUs issued to non-employee directors generally vest one year from the date of award.  

During the three months ended June 30, 2021, CoreCivic expensed $4.3 million, net of forfeitures, relating to RSUs ($0.3 million of which was recorded in operating expenses and $4.0 million of which was recorded in general and administrative expenses).  During the three months ended June 30, 2020, CoreCivic expensed $4.3 million, net of forfeitures, relating to RSUs ($0.4 million of which was recorded in operating expenses and $3.9 million of which was recorded in general and administrative expenses).

During the six months ended June 30, 2021, CoreCivic expensed $8.5 million, net of forfeitures, relating to RSUs ($0.8 million of which was recorded in operating expenses and $7.7 million of which was recorded in general and administrative expenses). During the six months ended June 30, 2020, CoreCivic expensed $8.9 million, net of forfeitures, relating to RSUs ($0.9 million of which was recorded in operating expenses and $8.0 million of which was recorded in general and administrative expenses). As of June 30, 2021, approximately 3.5 million RSUs remained outstanding and subject to vesting.